Pre-IPO Valuation

Pre-IPO Valuation. The equity value of the Surviving Corporation immediately prior to the consummation of the IPO (and after giving effect to the consummation of the Merger), as determined by the Pricing Committee of the Board of Directors of Merger Sub in consultation with the managing underwriters of the IPO. For the avoidance of doubt, the Pre-IPO Valuation shall be determined based upon the valuation of the Surviving Corporation used in connection with the determination of the IPO Offering Price